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The song is usually performed in C Minor, although for vocalists the key of B Minor is fairly common. Frank Sinatra recorded the song in B Minor, and the theatrical version was also in B Minor. Ella Fitzgerald recorded the song in G Minor.

The song follows the following chord progression (in the key of C Minor):

Cm

Cm(M7)

Cm7

Cm6

Abmaj7/C

Fm7

D⌀7

G7(b9)

The second A section follows a similar progression, but the last two bars are replaced with a minor ii-V in Eb heading into the bridge.

Cm

Cm(M7)

Cm7

Cm6

Abmaj7/C

Fm7

F⌀7

Bb7(b9)

The bridge is in the relative major and speeds up the harmonic progression to 2 chords per measure:

Ebmaj7 Fm7

Gm7 Fm7

Ebmaj7 Fm7

Gm7 Fm7

Ebmaj7 G7

Cm7 Bbm7 A7

Abmaj7

D⌀7 G7

The last A section is extended by 4 bars:

Cm

Cm(M7)

Cm7

Cm6

Abmaj7

D⌀7 G7(b9)

Cm7

Bbm7 A7

Abmaj7

Fm7 Bb7(b9)

Eb6

D⌀7 G7

This simple and classic structure makes it easy to adapt to other genres and for jazz musicians to improvise over the established chords.

Babes in Arms opened at the Shubert Theatre on Broadway, in New York City on April 14, 1937 and ran for 289 performances.[2] In the original play, a character named Billie Smith (played by Mitzi Green) sings the song to Valentine "Val" LaMar (played by Ray Heatherton).[3] In the song, Billie pokes fun at some of Valentine's characteristics, but ultimately affirms that he makes her smile and that she doesn't want him to change (the song is often sung by a man to a woman, though to say that a woman's looks are "laughable" is anomalous).[4]

The song first hit the charts in 1945, performed by Hal McIntyre with vocals by Ruth Gaylor.[5] It only appeared for one week and hit #16.[6]

Bing Crosby recorded the song in 1956[7] for use on his radio show and it was subsequently included in the box set The Bing Crosby CBS Radio Recordings (1954-56) issued by Mosaic Records (catalog MD7-245) in 2009.[8]

In Part 7 of Hirohiko Araki's long-running Japanese manga series JoJo's Bizarre Adventure, entitled Steel Ball Run, the main antagonist, the president of the United States, is named Funny Valentine. The series is known for its many references to pop culture, particularly with regards to music, making this a reference to the song.

^Whitburn, Joel (1992). Joel Whitburn's Pop Memories 1890-1954: The History of American Popular Music. Record Research, Inc. ISBN0-89820-083-0. As cited in My Funny Valentine (1937), written, compiled, and published by jazzstandards.com.